I really should re-design my web-shooters so this won't happen again! Either that--or sew a change pocket into my costume so I can carry bus fare! No, with a costume this tight--people might think I had cellulite!

Having run out of web-fluid while on patrol, Spider-Man is reduced to walking home in the middle of a summer storm. As he bounds his way home on the rooftops, Spider-Man considers the idea of upgrading his web-shooters so they have a warning indicator to tell him when he is running out of web-fluid so this situation doesn't happen again. When the wall-crawler finally gets home, he gets out of his costume and takes a shower. With his body aching, Peter wishes his wife Mary Jane was home instead of at a modeling gig so she could look after him.[Continuity 1] Making himself some tea, Peter begins thinking about how he can redesign his web-shooters. One concern is traveling by plane because of metal detectors.[Continuity 2] As he thinks over possible designs, he falls asleep from exhaustion.

Meanwhile, at the South Brooklyn Psychiatric Facility, Dr. Charles Jefferson is running an experiment on his newest patient, Doctor Otto Octavius. The man known as Doctor Octopus suffers a crippling catatonia whenever he thinks about his longtime foe Spider-Man. Part of this experiment, Dr. Jefferson monitors Otto's sleeping patterns. When Octavius enters R.E.M. sleep, he begins to dream about his first battle with Spider-Man, one of the few battles that were victorious.[Continuity 3] However, this dream of victory turns into a nightmare when a giant Spider-Man sneaks up behind Doctor Octopus and flicks him through a wall with his finger. In the waking world, Jefferson is alarmed by the distress this is giving Octavius. While in a bunker below Manhattan, Doctor Octopus' arms register its owner's distress and attempt to break free from the Adamantium restraints that keep it in check. The nightmare suddenly gets so intense, Otto wakes up screaming. Jefferson asks his assistant to get some phenobarbital to calm his patient. Comforting Otto, Charles tells him that they try another experiment the next day.

That morning, Peter has finished the designs for his new web-shooters, however the materials needed would be expensive. He wishes he could make a living as a fashion photographer, but has to settle for finding a lucrative photo assignment for the Daily Bugle. He looks at a photo of Mary Jane, and finds that he misses having her around. He then picks up the phone and calls Kate Cushing at the Daily Bugle. Unfortunately, she doesn't have any assignments for him, and isn't interested in any Spider-Man photos unless they are spectacular. Peter then goes on his regular routine of patroling the city as Spider-Man to find a crime to photograph. While back in Brooklyn, Dr. Jefferson runs another sleep test on Doctor Octopus. This time, the mentally disturbed villain dreams he is in a world where everyone is dressed like Spider-Man. He begins to panic and runs, until he runs into a massive spider web and a massive spider begins descending upon him. The distress causes Otto's mechanical arms to break free from their shackles and rip their way to the surface.

His spider-sense tingling, Spider-Man is drawn to Doctor Octopus' arms that are rampaging through the streets. With innocent people in danger, Spider-Man tags the arms with a spider-tracer while he rescues those who were put in danger. The arms eventually get to the mental health facility and break through the walls. Reunited with his arms, Doctor Octopus decides that he was insane to trust the doctors. By the time Spider-Man arrives, Doctor Octopus is long gone and he hasn't a single photograph to show for his troubles. While Spider-Man returns to his apartment, Doctor Octopus tracks down some of his former gang members to announce his return. When they mock him for his fear of Spider-Man, he gives them a display of power by ripping a car in half with his medical arms. Afraid for their lives, the two crooks welcome him back. Meanwhile, Spider-Man is fruitlessly trying to track Doctor Octopus. Finding no trace of his spider-tracer, the wall-crawler decides to do something to draw his foe out of hiding and heads to the Daily Bugle. He pays a visit to Kate Cushing and convinces her to reluctantly help him catch Doctor Octopus.[Continuity 4]

Later, Spider-Man pays a visit to Dr. Charles Jefferson for help in luring Octopus out in the open. The psychologist is reluctant as well because he believes his patient can be cured of his insanity, however, Spider-Man manages to convince him. The next day, the Daily Bugle publishes a front-page story announcing a tell-all by Dr. Jefferson about his time trying to cure Doctor Octopus. When Otto reads about this in the newspaper, he is furious and decides to pay his doctor a visit. That evening, he arrives at the Brooklyn facility and confronts Dr. Jefferson. However, before he can harm Jefferson, he is surrounded by the police who have been waiting in ambush. Joining the officers is Spider-Man. Upon seeing his old foe, Doctor Octopus enters into a catatonic state. Unfortunately, this doesn't end his threat as his mechanical arms begin to subconsciously protect their owner. Spider-Man lures the mechanical arms into the basement, where the flailing appendages break open pipes, causing Otto to be sprayed by hot steam. Reeling from the pain, the mechanical arms smash their way through the ceiling and escape the building. Spider-Man feels lousy for the trick, but figures that Doctor Octopus will think twice before attacking him again.

The next morning, Peter sells his pictures to the Daily Bugle, giving him enough money to pay for his new web-shooters. Peter once again figures he won't be hearing from Doctor Octopus for a long time. Peter is dead wrong however, as back at his hideout, Doctor Octopus figures the only way to get rid over his crippling fear of Spider-Man is to take some extreme measures and annihilate the entire city of New York.

Notes

Continuity Notes

↑Although Peter refers to Mary Jane as his wife, years later the couple make a deal with Mephisto to save the life of his Aunt May. This erased their marriage from history. This happened in Amazing Spider-Man #545. In this new timeline, Peter and Mary Jane are not married, instead, they are a common-law couple that lives together.